Exhibit
10.64


 


VOID
AFTER 5:00 P.M., EASTERN TIME, ON AUGUST 5, 2021


 


NEITHER
THIS WARRANT NOR THE WARRANT STOCK (AS HEREINAFTER DEFINED) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE ACT AND SUCH LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT.


 





 



 


BIORESTORATIVE
THERAPIES, INC.


 


(Incorporated
under the laws of the State of Delaware)


 


Warrant


 


	8,000
    Shares 	August
5, 2016


 


FOR
VALUE RECEIVED, BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), hereby certifies that
ROBERT B. CATELL (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the
Company up to EIGHT THOUSAND (8,000) SHARES OF COMMON STOCK, $.001 par value per share, of the Company (“Common Shares”)
at a price of FOUR DOLLARS ($4.00) per share (the “Exercise Price”) during the period commencing on the date
hereof and terminating at 5:00 P.M. on the fifth anniversary of the date hereof.


 


The
number of Common Shares to be received upon the exercise of this Warrant may be adjusted from time to time as hereinafter set
forth. The Common Shares deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as “Warrant Stock.”


 


The
Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held subject to, all of the
conditions, limitations and provisions set forth herein.


 


1.
Exercise of Warrant. This Warrant may be exercised by its presentation and surrender to the Company at 40 Marcus
Drive, Suite One, Melville, New York 11747 (or such office or agency of the Company as it may designate in writing to the Holder
hereof) with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or by official
bank check, payable to the order of the Company) of the Exercise Price for the number of shares specified in such Form. The Company
agrees that the Holder hereof shall be deemed the record owner of such Common Shares as of the close of business on the date on
which this Warrant shall have been presented and payment made for such Common Shares as aforesaid whether or not the Company or
its transfer agent is open for business. Certificates for the Common Shares so purchased shall be delivered to the Holder hereof
within a reasonable time after the rights represented by this Warrant shall have been so exercised. If this Warrant is exercised
in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing
the rights of the Holder hereof to purchase the balance of the shares purchasable hereunder.


 




    	 



    	 



    

 


2.
Registered Owner. The Company may consider and treat the person in whose name this Warrant shall be registered as
the absolute owner thereof for all purposes whatsoever and the Company shall not be affected by any notice to the contrary. Subject
to the provisions hereof, the registered owner of this Warrant shall have the right to transfer it by assignment and the transferee
thereof, upon his registration as owner of this Warrant, shall become vested with all the powers and rights of the transferor.
Registration of any new owner shall take place upon presentation of this Warrant to the Company at its offices together with the
Warrant Assignment Form attached hereto duly executed. In case of transfers by operation of law, the transferee shall notify the
Company of such transfer and of his address, and shall submit appropriate evidence regarding the transfer so that this Warrant
may be registered in the name of the transferee. This Warrant is transferable only on the books of the Company by the Holder on
the surrender hereof, duly endorsed. Communications sent to any registered owner shall be effective as against all holders or
transferees of this Warrant not registered at the time of sending the communication.


 


3.
Reservation of Shares. During the period within which the rights represented by this Warrant may be exercised, the
Company shall, at all times, reserve and keep available out of its authorized capital stock, solely for the purposes of issuance
upon exercise of this Warrant, such number of its Common Shares as shall be issuable upon the exercise of this Warrant; and if
at any time the number of authorized Common Shares shall not be sufficient to effect the exercise of this Warrant, the Company
will take such corporate action as may be necessary to increase its authorized but unissued Common Shares to such number of shares
as shall be sufficient for such purpose; the Company shall have analogous obligations with respect to any other securities or
property issuable upon exercise of this Warrant.


 


4.
Fractional Shares. The Company shall not be required to issue certificates representing fractions of Common Shares,
nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the Company and the
Holder that all fractional interests shall be eliminated.


 


5.
Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any voting or other rights of a stockholder
of the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant.


 


6.
Anti-Dilution Provisions.


 


6.1
Adjustments for Stock Dividends; Combinations, Etc. (a) In case the Company shall do any of the following (an “Event”):


 


(i)
declare a dividend or other distribution on its Common Shares payable in Common Shares of the Company,


 


(ii)
subdivide the outstanding Common Shares pursuant to a stock split or otherwise,


 


(iii)
combine the outstanding Common Shares into a smaller number of shares pursuant to a reverse split or otherwise, or


 




    	 



    	 



    

 


(iv)
reclassify its Common Shares,


 


then
the Exercise Price in effect at the time of the record date for such dividend or other distribution or of the effective date of
such subdivision, combination or reclassification shall be changed to a price determined by dividing (a) the product of the number
of Common Shares outstanding immediately prior to such Event, multiplied by the Exercise Price in effect immediately prior to
such Event by (b) the number of Common Shares outstanding immediately after such Event. Each such adjustment of the Exercise Price
shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any Event listed
above shall occur.


 


(b)
Whenever the Exercise Price is adjusted as set forth in Section 6.1 (whether or not the Company then or thereafter elects to issue
additional Warrants in substitution for an adjustment in the number of shares of Warrant Stock), the number of shares of Warrant
Stock specified in each Warrant which the Holder may purchase shall be adjusted, to the nearest full share, by multiplying such
number of shares of Warrant Stock immediately prior to such adjustment by a fraction, of which the numerator shall be the Exercise
Price immediately prior to such adjustment and the denominator shall be the Exercise Price immediately thereafter.


 


6.2
Adjustment for Reorganization, Consolidation or Merger. In case of any reorganization of the Company (or any other
entity, the securities of which are at the time receivable on the exercise of this Warrant) after the date hereof or in case after
such date the Company (or any such other entity) shall consolidate with or merge with or into another entity, then, and in each
such case, the Holder of this Warrant upon the exercise thereof as provided in Section l at any time after the consummation of
such reorganization, consolidation or merger, shall be entitled to receive, in lieu of the securities and property receivable
upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been
entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment
as provided in Section 6.l; in each such case, the terms of this Warrant shall be applicable to the securities or property receivable
upon the exercise of this Warrant after such consummation.


 


7.
Investment Intent. Unless, prior to the exercise of this Warrant, the issuance of the Warrant Stock has been registered
with the Securities and Exchange Commission pursuant to the Act, the Warrant Exercise Form shall be accompanied by the Investment
Representation Letter attached hereto, duly executed by the Holder.


 


8.
Restrictions on Transfer.


 


8.1
Transfer to Comply with the Securities Act of 1933. Neither this Warrant nor any Warrant Stock may be sold, assigned,
transferred or otherwise disposed of except as follows: (1) to a person who, in the opinion of counsel satisfactory to the Company,
is a person to whom this Warrant or the Warrant Stock may legally be transferred without registration and without the delivery
of a current prospectus under the Act with respect thereto and then only against receipt of an agreement of such person to comply
with the provisions of this Section 8 with respect to any resale, assignment, transfer or other disposition of such securities;
or (2) to any person upon delivery of a prospectus then meeting the requirements of the Act relating to such securities and the
offering thereof for such sale, assignment, transfer or disposition.


 




    	 



    	 



    

 


8.2
Legend. Subject to the terms hereof, upon exercise of this Warrant and the issuance of the Warrant Stock, all certificates
representing such Warrant Stock shall bear on the face or reverse thereof substantially the following legend:


 


“The
securities which are represented by this certificate have not been registered under the Securities Act of 1933, and may not be
sold, transferred, hypothecated or otherwise disposed of until a registration statement with respect thereto is declared effective
under such act, or the Company receives an opinion of counsel for the Company that an exemption from the registration requirements
of such act is available.”


 


9.
Lost, Stolen or Destroyed Warrant. In the event that the Holder notifies the Company that this Warrant has been
lost, stolen or destroyed and provides (a) a letter, in form satisfactory to the Company, to the effect that it will indemnify
the Company from any loss incurred by it in connection therewith, and/or (b) an indemnity bond in such amount as is reasonably
required by the Company, the Company having the option of electing either (a) or (b) or both, the Company may, in its sole discretion,
accept such letter and/or indemnity bond in lieu of the surrender of this Warrant as required by Section 1 hereof.


 


10.
Notices. All notices required hereunder shall be given by first-class mail, postage prepaid, or overnight mail or
courier and, if given by the Holder addressed to the Company at 40 Marcus Drive, Suite One, Melville, New York 11747, Attention:
Chief Executive Officer, or such other address as the Company may designate in writing to the Holder; and if given by the Company,
addressed to the Holder at the address of the Holder shown on the books of the Company.


 


11.
Applicable Law; Jurisdiction. This Warrant is issued under, and shall for all purposes be governed by and construed
in accordance with, the laws of the State of Delaware, excluding choice of law principles thereof. The Company and, by its acceptance
of this Warrant, the Holder hereby irrevocably consent and submit to the exclusive jurisdiction of any federal or state court
located within Nassau or Suffolk County, New York over any dispute arising out of or relating to this Warrant and each party hereby
irrevocably agrees that all claims in respect of such dispute or any legal action related thereto may be heard and determined
in such courts. Each of the Company and the Holder hereby irrevocably waives, to the fullest extent permitted by applicable law,
any objection that it or he may now or hereafter have to the laying of venue of any such dispute brought in such court or any
defense of inconvenient forum for the maintenance of such dispute.


 


[Remainder
of page intentionally left blank. Signature page follows.]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed on its behalf, in its corporate name, by its duly authorized
officer, all as of the day and year first above written.


 


	 	BIORESTORATIVE
    THERAPIES, INC.
	 	 	 
	 	By:	                           
	 	 	Mark
    Weinreb
	 	 	Chief
    Executive Officer


 




    	 



    	 



    

 


BIORESTORATIVE
THERAPIES, INC.


 


WARRANT
EXERCISE FORM


 


The
undersigned hereby irrevocably elects to exercise the within Warrant dated as of August 5, 2016 to the extent of purchasing ______________
shares of Common Stock of BIORESTORATIVE THERAPIES, INC. The undersigned hereby makes a payment of $__________ in payment
therefor.


 


	TO
        BE COMPLETED BY INDIVIDUAL

        HOLDER,
        JOINT TENANTS, TENANTS

        IN
        COMMON OR AS HOLDERS OF

        COMMUNITY
        PROPERTY
	 	TO
        BE COMPLETED BY CORPORATE, 

        PARTNERSHIP,
        LIMITED LIABILITY 

        COMPANY
        OR TRUST HOLDER

	 	 	 
	 	 	 
	Name(s)
    of Holder(s) [Please Print]	 	Name
    of Holder [Please Print]
	 	 	 
	 	 	By:	                    
	Signature
    of Holder	 	Authorized
    Signatory
	 	 	 
	 	 	 
	Signature
    of Holder, if jointly held	 	Name
    and Title of Authorized Signatory
	 	 	[Please
    Print]
	 	 	 
	 	 	 
	Address(es)
    of Holder(s)	 	Address
    of Holder
	 	 	 
	 	 	 
	Social
    Security Number(s) of Holder(s)	 	Tax
    Identification Number of Holder
	 	 	 
	 	 	 
	Date	 	Date


 




    	 



    	 



    

 


BIORESTORATIVE
THERAPIES, INC.


 


WARRANT
ASSIGNMENT FORM


 


FOR
VALUE RECEIVED, ____________________________________ hereby sells, assigns and transfers unto __________________________________________________ (please type
or print name of assignee) with an address at ______________________________________________________________ the right to purchase
shares of Common Stock of BIORESTORATIVE THERAPIES, INC. (the “Company”) represented by this Warrant dated
as of August 5, 2016 to the extent of ___________ shares and does hereby irrevocably constitute and appoint ___________________
attorney to transfer the same on the books of the Company with full power of substitution in the premises.


 





	
        TO BE COMPLETED BY INDIVIDUAL

        HOLDER, JOINT TENANTS, TENANTS

        IN COMMON OR AS HOLDERS OF

        COMMUNITY PROPERTY
	 	
        TO BE COMPLETED BY CORPORATE,

        PARTNERSHIP, LIMITED LIABILITY

        COMPANY OR TRUST HOLDER

	 	 	 
	Name(s) of Holder(s) [Please Print]	 	Name of Holder [Please Print]
	 	 	 
	 	 	By:	                      
	Signature of Holder	 	Authorized Signatory
	 	 	 
	 	 	 
	Signature of Holder, if jointly held	 	Name and Title of Authorized Signatory
	 	 	[Please Print]
	 	 	 
	 	 	 
	Date	 	Date




 


Signature(s)
Guaranteed:


 




    	 



    	 



    

 


BIORESTORATIVE
THERAPIES, INC.


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


BioRestorative
Therapies, Inc.


40
Marcus Drive


Suite
One


Melville,
New York 11747


 


Gentlemen:


 


In
connection with the acquisition of _______________ shares of Common Stock (the “Shares”) of BIORESTORATIVE THERAPIES,
INC., a Delaware corporation (the “Company”), by the undersigned from the Company pursuant to the exercise of
a Warrant, dated as of August 5, 2016, the undersigned does hereby represent and warrant to the Company as follows:


 


	 	(a)	The
    undersigned represents and warrants that the Shares acquired by it are being acquired for its own account, for investment
    purposes and not with a view to any distribution within the meaning of the Securities Act of 1933, as amended (the “Securities
    Act”). The undersigned will not sell, assign, mortgage, pledge, hypothecate, transfer or otherwise dispose of any of
    the Shares unless (i) a registration statement under the Securities Act with respect thereto is in effect and the prospectus
    included therein meets the requirements of Section 10 of the Securities Act, or (ii) the Company has received a written opinion
    of its counsel that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale,
    assignment, mortgage, pledge, hypothecation, transfer or disposition does not require registration under the Securities Act
    or any state securities law.
	 	 	 
	 	(b)	The
    undersigned understands that the resale of the Shares is not, and is not being, registered under the Securities Act and the
    Shares must be held indefinitely unless they are subsequently registered thereunder or an exemption from such registration
    is available.
	 	 	 
	 	(c)	The
    undersigned recognizes that the acquisition of the Shares involves a high degree of risk and is suitable only for persons
    of adequate financial means who have no need for liquidity with respect to the Shares in that (a) it may not be able to liquidate
    the Shares in the event of emergency; (b) transferability is extremely limited; and (c) it could sustain a complete loss of
    its investment.
	 	 	 
	 	(d)	The
    undersigned represents and warrants that it (a) is competent to understand and does understand the nature of its investment;
    and (b) is able to bear the economic risk of an acquisition of the Shares.


 




    	 



    	 



    

 


	 	(e)	The
    undersigned represents and warrants that it is an “accredited investor,” as such term is defined in Rule 501 of
    Regulation D promulgated under the Securities Act. The undersigned meets the requirements of at least one of the suitability
    standards for an “accredited investor” as set forth on the Accredited Investor Certification attached hereto.
	 	 	 
	 	(f)	The
    undersigned has reviewed the Company’s filings with the Securities and Exchange Commission, including the risk factors
    set forth therein, and has been afforded the opportunity to obtain such information regarding the Company as it has reasonably
    requested to evaluate the merits and risks of the undersigned’s investment in the Shares. No oral or written representations
    have been made or oral information furnished to the undersigned or its advisers in connection with the investment in the Shares.
	 	 	 
	 	(g)	The
    undersigned confirms that the representations and warranties set forth in the Subscription Agreement pursuant to which the
    Warrant was issued are true and correct as of the date hereof as if made on and as of the date hereof with respect to the
    purchase of the Shares.
	 	 	 
	 	(h)	The
    undersigned acknowledges that counsel to the Company will be relying, and may rely, upon the foregoing in connection with
    any opinion of counsel it may give with regard to the issuance of the Shares by the Company to the undersigned, and any subsequent
    transfer of the Shares by the undersigned, and agrees to advise the Company and its counsel in writing in the event of any
    change in any of the foregoing.


 


	 	 	Very
    truly yours,
	 	 	 
	TO
        BE COMPLETED BY INDIVIDUAL

        HOLDER,
        JOINT TENANTS, TENANTS

        IN
        COMMON OR AS HOLDERS OF

        COMMUNITY
        PROPERTY
	 	TO
        BE COMPLETED BY CORPORATE,

        PARTNERSHIP,
        LIMITED LIABILITY

        COMPANY
        OR TRUST HOLDER

	 	 	 
	 	 	 
	Name(s)
    of Holder(s) [Please Print]	 	Name
    of Holder [Please Print]
	 	 	 
	 	 	By:	                     
	Signature
    of Holder	 	Authorized
    Signatory
	 	 	 
	 	 	 
	Signature
    of Holder, if jointly held	 	Name
    and Title of Authorized Signatory
	 	 	[Please
    Print]
	 	 	 
	 	 	 
	Date	 	Date


 




    	 



    	 



    

 


BIORESTORATIVE
THERAPIES, INC.


 


WARRANT
EXERCISE


 


Accredited
Investor Certification


(Initial
the appropriate box(es))


 


The
undersigned represents and warrants that it, he or she is an “accredited investor” based upon the satisfaction of
one or more of the following criteria:


 


 


	_____	(1)
    he or she is a natural person who has a net worth or joint net worth with his or her spouse in excess of $1,000,000 at the
    time of his or her purchase1; or
	 	 
	_____	(2)
    he or she is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or a
    joint income with his or her spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching
    the same income level in the current year; or
	 	 
	_____	(3)
    he or she is a director or executive officer of the Company; or
	 	 
	_____	(4)
    it is either (a) a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution
    as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity, (b) a broker
    or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, (c) an insurance company as defined in
    Section 2(13) of the Securities Act, (d) an investment company registered under the Investment Company Act of 1940 or a business
    development company as defined in Section 2(a)(48) of such act, (e) a small business investment company licensed by the United
    States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, (f) a plan
    established and maintained by a state or its political subdivisions, or any agency or instrumentality of a state or its political
    subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000 or (g) an employee benefit
    plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made
    by a plan fiduciary, as defined in Section 3(21) of such act, which plan fiduciary is a bank, savings and loan association,
    an insurance company or a registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000
    or, if a self-directed plan, with investment decisions made solely by persons who otherwise meet these suitability standards;
    or


 





 



1
For purposes of calculating net worth:


(i)
The Subscriber’s primary residence shall not be included as an asset;



(ii)
Indebtedness that is secured by the Subscriber’s primary residence, up to the estimated fair market value of the primary
residence at the date hereof, shall not be included as a liability (except that if the amount of such indebtedness outstanding
at the date hereof exceeds the amount outstanding 60 days before the date hereof, other than as a result of the acquisition of
the primary residence, the amount of such excess shall be included as a liability); and


(iii)
Indebtedness that is secured by the Subscriber’s primary residence in excess of the estimated fair market value of the primary
residence at the date hereof shall be included as a liability.


 




    	 



    	 



    

 


	_____	(5)
    it is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or
	 	 
	_____	(6)
    it is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts
    or similar business trust or a partnership not formed for the specific purpose of acquiring the Shares offered hereby, with
    total assets in excess of $5,000,000; or
	 	 
	_____	(7)
    it is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose
    purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that
    he or she is capable of evaluating the merits and risks of the prospective investment; or
	 	 
	_____	(8)
    it is a corporation, partnership or other entity, and each and every equity owner of such entity initials a separate Accredited
    Investor Certification pursuant to which it, he or she certifies that it, he or she meets the qualifications set forth in
    either (1), (2), (3), (4), (5), (6) or (7) above.


 


	If
        the Warrant Holder is an INDIVIDUAL,

        or
        if the Shares are being acquired as JOINT

        TENANTS,
        as TENANTS IN COMMON, or

        as
        COMMUNITY PROPERTY:
	 	If the Warrant Holder is a PARTNERSHIP,

                                                                     CORPORATION,
LIMITED LIABILITY



                                                                     COMPANY or TRUST: 

	 	 	 
	 	 	 
	Name(s)
    of Warrant Holder	 	Name
    of Warrant Holder
	 	 	 
	 	 	By:	                      
	Signature
    of Warrant Holder	 	Signature
    of Authorized Representative
	 	 	 
	 	 	 
	Signature,
    if jointly held	 	Name
    and Title of Authorized Representative
	 	 	 
	 	 	 
	Date	 	Date